City of Glasgow Bank Liquidation – (Bell’s Case) – Bell and Others (Lang’s Trustees) v The Liquidators: HL 20 May 1879

Public Company – Transfer of Shares – Entry on the Transfer Register where New Trustees Assumed – Companies Act 1862 (25 and 26 Vict. c. 89), sec. 25.
Trustees whose names were entered on the register of a joint-stock bank, registered but not formed under the Companies Act 1862, executed a deed of assumption of new trustees, which they intimated to the bank. The bank official made an entry of the terms of the deed in the stock ledger, following the previous entry, and giving the names and designations of the new trustees.
held ( affirming decision of the Court of Session) that they thereby duly became shareholders of the bank; and objections that the deed of assumption should have been entered in the transfer register, and that there was a want of compliance with the provisions of section 25 of the Companies Act 1862, repelled – the facts showing that it was with their full knowledge and consent that the trustees became shareholders in the bank, and that they had been regularly entered as such.
Held, in the case of a married female trustee, that if her name fell to be placed on the list of contributories, her husband’s name ought, under the 78th section of the Companies Act 1862, to be placed along with it, as the question of liability should be decided in his presence, and that it was not enough that the suit should be carried on by her ‘with the consent of her husband.’


Lord Chancellor (Cairns), Lord Hatherley, Lord Penzance, Lord O’Hagan, Lord Selborne, and Lord Blackburn


[1879] UKHL 500, 16 SLR 500






Updated: 04 July 2022; Ref: scu.637958